United Mexican States Announces Tender Results

MEXICO CITY, Jan. 13, 2015 /PRNewswire/ -- The United Mexican States ("Mexico") previously announced an offer to purchase for cash (the "Tender Offer") its outstanding notes of series set forth in the tables below (collectively, the "Old Notes"), subject to the terms and conditions contained in the Offer to Purchase, dated January 12, 2015 (the "Offer to Purchase"). Mexico has instructed Morgan Stanley as the billing and delivering bank for the Tender Offer, to accept subject to proration and other terms and conditions contained in the Offer to Purchase, valid Preferred Tenders in aggregate principal amounts for each series of Old Notes as set forth below. All capitalized terms used but not defined in this communication have the respective meanings specified in the Offer to Purchase.

The Tranche A Maximum Purchase Amount is U.S.$ 500 million.

The Tranche B Maximum Purchase Amount is U.S.$ 1,500 million.

The aggregate principal amount of Preferred Tenders of each series of Tranche A Old Notes and Tranche B Old Notes that have been accepted are shown in the tables below. No Non-Preferred Tenders have been accepted. Pursuant to the terms of the Offer to Purchase, Preferred Tenders have been prorated.

Table 1: Accepted Principal Amounts of Tranche A Old Notes

Table 2: Accepted Principal Amounts of Tranche B Old Notes

The settlement of the Tender Offer is scheduled to occur on Tuesday, January 20, 2015 (the "Tender Offer Settlement Date"), subject to change without notice. Failure to deliver Old Notes on time may result, in Mexico's sole discretion, in any of the following (i) in the cancellation of your tender and in your becoming liable for any damages resulting from that failure,  and/or (ii) in the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, in the cancellation of your tender and in your remaining obligated to purchase your allocation of New Notes in respect of your related Indication of Interest. Mexico reserves the right, in its sole discretion, not to accept any or all Tender Orders and to terminate the Tender Offer for any reason.

The Dealer Managers for the Tender Offer were:

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.

The Offer to Purchase may be downloaded from the Information Agent's website at www.dfking.com/ums or obtained from the Information Agent, D.F. King & Co., Inc., in [email protected] or from any of the Dealer Managers.

Important Notice

The distribution of materials relating to the Tender Offer and the transactions contemplated by the Tender Offer may be restricted by law in certain jurisdictions. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the Tender Offer come into your possession, you are required by Mexico to inform yourself of and to observe all of these restrictions. The materials relating to the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Mexico in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. 

The Tender Offer does not constitute a public offering within the meaning of Article 3, §2 of the Belgian Law of June 16, 2006 on public offering of securities and admission of securities to trading on a regulated market (the "Prospectus Law"). The Tender Offer does not constitute a public offering within the meaning of Article 3, §2 of the Prospectus Law nor pursuant to Articles 3, §1, 1° and 6 of the Belgian Law of April 1, 2007 on takeover bids (the "Takeover Law"). The Tender Offer will be exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and any other offer material relating to the Tender Offer has not been, and will not be, approved by, the Belgian Financial Services and Markets Authority (Autorite des services et marches financiers/Autoriteit voor Financiele Diensten en Markten).

The Tender Offer materials may only be advertised, offered or distributed in any way, directly or indirectly, to any persons located and/or resident in Belgium who qualify as "Qualified Investors" as defined in Article 10, §1 of the Prospectus Law and as referred to in Article 6, §3, 1° of the Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Prospectus Law and the Takeover Law.

The Old Notes will not be registered under Law 18,045, as amended, of Chile with the SVS and, accordingly, the Old Notes cannot and will not be offered or sold to persons in Chile except in circumstances which have not resulted and will not result in a public offering under Chilean law, and in compliance with Norma de Caracter General (Rule) No. 336, dated June 27, 2012, issued by the Superintendencia de Valores y Seguros de Chile (Superintendency of Securities and Insurance of Chile.

The Old Notes have not been and will not be registered before the Colombian National Registry of Securities and Issuers or with any Colombian Securities Exchange or Treading System. The  Offer does not constitute and may not be used for, or in connection with, a public offering as defined under Colombian Law and shall be valid in Colombia only to the extent permitted by Colombian law. The Old Notes may only be tendered inside the Territory of the Republic of Colombia to the extent permitted by Colombian law. The offer is for the sole and exclusive use of the addressee as a designated individual/investor, and cannot be considered as being addressed to or intended for the use of any third party, including any of such party's shareholders, administrators or employees, or by any other third party resident in Colombia. The information contained in this Offer is provided for assistance purposes only and no representation or warranty is made as to the accuracy or completeness of the information contained herein. Please note that, under Colombian Regulations, any offering addressed to 100 or more named individuals or companies shall be considered as a public offering, requiring prior approval of Colombia's Financial Superintendency and listing on the Colombian Stock Exchange.

In Luxembourg, this announcement has been prepared on the basis that the New Notes Offering and the Tender Offer will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to produce a prospectus for offers of securities.

The Offer to Purchase has not been approved by the Mexican National Banking and Securities Commission (Comision Nacional Bancaria y de Valores). The Offer to Purchase may not be publicly made or distributed in Mexico, but may be made to qualified or institutional investors pursuant to the private placement exemption set forth under Article 8 of the Mexican Securities Market Law.

The Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in Resolution SMV No. 021-2013-SMV-01, and as subsequently amended.  No legal, financial, tax or any other kind of advice is hereby being provided.

None of the offer materials related to the Tender Offer have been approved or registered in the administrative registries of the Spanish Securities Market Commission (Comision Nacional del Mercado de Valores).

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such other persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

The Tender Offer qualifies as a private placement pursuant to section 2 of Uruguayan law 18.627. The Old Notes are not and will not be registered with the Central Bank of Uruguay to be publicly offered in Uruguay.

Contact information:             

D.F. King &Co., Inc.
48 Wall Street, 22nd  Floor
New York, NY 10005
E-mail: [email protected]
Call Collect:: +1 (212) 269-5500
Call Toll-Free: (877) 283-0317
website: www.dfking.com/ums

           

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SOURCE The United Mexican States

Related Links

http://www.dfking.com/ums